Exposure to DNA damaging insults, such as high level of ROS, UV or ionizing radiation, triggers a well-characterized p53 mediated DNA damage response. This response leads to cell cycle arrest and DNA repair or apoptosis, depending on cell type, proliferative status and the extent of DNA damage. DNA damage can result in genome alterations even when DNA repair response is engaged. This may have long-term consequences for the tissue and organism that experienced DNA damage certain cell types, particularly in stem cells. We have previously found that hematopoietic stem cells can keep track of the past DNA damage for extended periods of time (months to a year) and the relative extent of this past DNA damage determines their competitive status, such that cells with relatively lower levels of past DNA damage outcompete cells that had experienced higher level of damage. Thus our results suggest that cells can remember the DNA damaging insults that happen in the past, even after the DNA repair response has been completed. The purpose of this proposal is to characterize the molecular mechanisms of the memory of DNA damage. Our preliminary studies and proposed experiments should reveal a novel mechanism that controls long-term consequences of tissue exposure to DNA damaging insults. The proposed studies also have obvious implications for the understanding of early stages of tumorigenesis.